PicallEx Terms and Conditions of Service
Last modified: February 1, 2024
Welcome to the PicallEx LLC Terms and Conditions of Use and Service Level Agreement (jointly
“Terms”) . This is an agreement between you or the entity you represent (hereinafter the
“Client” and/or “Clients” or “Customer” or “You”) and PicallEx LLC (hereinafter “PicallEx”). If you
are entering into this agreement on behalf of a company, organization, or other legal entity
(hereinafter “Company”), You agree to these Terms for that Company and represent to PicallEx
that You have the authority to bind such Company and its affiliates to these Terms, in which case
the terms Client, You or a related capitalized term in this document shall refer to said Company
and its affiliates. If You do not have such authorization or if You do not agree with these Terms,
You must not use or authorize any use of the services provided by PicallEx. These Terms govern
and help define PicallEx’s relationship with You when You interact with our online business
platform and collaboration software. In this way, we will establish the behaviors that we expect
from you to use our Services, as well as what you can expect from us. This document describes
the intellectual property rights and indicates the procedure in case of problems or
discrepancies. In addition to these Terms, we also have a privacy policy (“Privacy Policy”) and a
service level agreement (“SLA”). We recommend that you read the Privacy Policy to better
understand how information can be updated, managed, exported and deleted. By accepting
these Terms, you agree to be legally bound by them and our Privacy Policy. All capitalized terms
that are not defined in these Terms will have the same meaning as assigned to them in the
Privacy Policy.
SERVICE DESCRIPTION:
Thank you for using PicallEx services!
When talking about PicallEx, we will refer to PicallEx LLC, a company incorporated in the state
of Florida, United States with address at 8400 NW 36th St Suite 450, Doral, FL 33166, United
States. PicallEx is responsible for integrating multiple channels for the management of potential
clients, and for providing follow-up to the subsequent sales or appointment process, including
the return on investment in advertising integrated with other tools and own developments,
(hereinafter “Service” or ” Services”) in addition to providing clients – through its related entity –
with an alternative internet advertising channel for their products and/or services that is
focused on the creation and optimization of digital campaigns and strategies, offering both the
design and development of landing pages, the configuration and management of social
networks, advertising campaigns on social networks and other digital platforms, creation of
company profiles, creation and execution of communications by email and text message for the
promotion of their products and/or services and the creation and the development of graphic
and audiovisual material for advertising products (individually named as the “Connected
Services”). You may use the Services for your personal and business use or for internal business
purposes within the organization you represent. You may connect to the Services using any
Internet browser supported by the Services. You are responsible for obtaining internet access
and equipment necessary to use the Services.
ACCEPTANCE OF THE TERMS
The Client must be of legal age, have the capacity to enter into a binding contract with us and not
be prevented from doing so under any applicable law in order to accept the Terms. If You do not
agree or cannot comply with the Terms, please do not use any of our Services. By checking the
checkbox indicating your agreement to the Terms, executing an order form that references the
Services, or otherwise using the Services, you agree to these Terms.
CHANGES TO THE TERMS
We may modify these Terms from time to time to reflect changes in the law or in the PicallEx
Services. You will be notified of such changes by reasonable means (before they become
effective). Your continued use of PicallEx’s services shall indicate your approval and consent to
the above-mentioned changes. You agree that we will not be liable to You or any third party for
any modification of the Terms. We will archive prior versions of these Terms for your review. If
You wish to stop using the Service due to the updated Terms, You may contact PicallEx to
terminate Your account. The effective date indicated at the beginning of this document indicates
the last date of changes made to the Terms.
USER REGISTRATION OBLIGATIONS
You must register for a user account by providing all information necessary to access or use the
Services. Access to PicallEx services is conditional on the correct entry of the username and
password. In this registration process you will receive an email with a link to access the
platform, where the username and password will be determined in the email in which you
receive the welcome. You agree to modify the assigned password,so that the chosen password is
not knowable by PicallEx. If the User loses the password, he can generate a new one
automatically. If you represent an organization and wish to use the Services for internal
corporate use, we recommend that you and all other users in your organization register for user
accounts by providing your corporate contact information. In particular, we recommend that
you use your corporate email address. You agree to: a) provide true, accurate, current and
complete information about You as prompted by the registration process; and b) maintain and
promptly update the information provided during registration to keep it true, accurate, current
and complete. If you provide any information that is untrue, inaccurate, not current, or
incomplete, or if PicallEx has reasonable grounds to suspect that such information is untrue,
inaccurate, not current, or incomplete, PicallEx may terminate your user account and refuse
current or future use of any or all Services. PicallEx is not responsible for any damages suffered
by You and You specifically hold PicallEx harmless and agree to indemnify PicallEx for said
damages in the event that the username and/or password is compromised by Your or any of
Your users to whom you have provided the username and password or a third-party non
PicallEx.
ORGANIZATION ACCOUNTS AND AUTHORIZED CONTACT
When you sign up for an account for your organization, you become the owner. Owners shall
have the right to configure the Services according to their requirements and to manage end
users in their organization’s account.
If a third party creates and sets up your organization’s account on your behalf, be sure to enter
into an appropriate agreement with that third party that specifies the third party’s roles and
restrictions as part of your organization’s account.
Accounts managed by other people. In the event that you have expressly stated your decision
to link your account with one or more third parties, it will acquire the status of authorized
contact (the “Authorized Contact”). Consequently, You must consider that: (i) PicallEx may share
the information related to your activity or your account with the Authorized Contact. However,
for sharing information that includes personal data and/or confidential information, a signed
informed consent from you is recommended to ensure data protection (ii) the Authorized
Contact may have access to your account (including viewing or modify aspects of your profile or
your registration information) and make decisions, among them and with respect to the
contracted services or products, may increase or improve them, which may mean an increase in
the fees to be paid (iii) it is the responsibility of the owner enter into an appropriate agreement
with such Authorized Contact that specifies the third party’s roles and restrictions regarding
access to and management of your organization’s account in order to avoid unintended
consequences. The fact that the owner appoints an Authorized Contact and grants him the
powers indicated above does not imply the decision to make a change in the ownership of the
account or its original owner.
PicallEx will not adjudicate property related disputes or any other internal business disputes
regarding management. Subsequent account ownership changes must be supported by
appropriate legal documentation. If PicallEx is unable to determine the valid owner of the
account, PicallEx reserves the right to suspend or terminate the account and the Services.
Similarly, PicallEx reserves the right to disconnect the Services immediately if it determines, in
its sole and absolute discretion, that the same user is using the Services from two or more
devices at the same time. PicallEx will not be responsible for the loss of information that may
occur due to the deactivation of the Service due to simultaneous uses.
RESPONSIBLE FOR THE ACCOUNT
You are solely responsible for: i) guaranteeing the confidentiality of access information, that is,
user identification and passwords to access your account; ii) the access and use of the Services,
including all the activities and operations carried out, unless said access or use of the Services is
a demonstrative result of negligence on the part of PicallEx personnel; iii) appoint competent
persons; iv) ensure that all activities that occur in connection with your organization’s account
comply with these Terms and the Privacy Policy v) take steps to ensure that your organization
does not lose control of accounts. You agree to notify us immediately of any unauthorized use of
your user account and may specify a process to be followed to regain control of the account by
sending an email to sos@picallex.com, provided that the process is acceptable to PicallEx. You
understand that PicallEx is not responsible for account administration and internal management
of the Services for You. PicallEx will not be liable for any loss or damage caused to you or any
third party as a result of any unauthorized access to your account and You agree to indemnify
PicallEx for the aforementioned damage or loss.
RESTRICTIONS OF USE
PicallEx has established certain basic rules for You to follow when using the Services. We trust
that you will use the Services responsibly and this is what we expect from our Customers. In
addition to what is established in these Terms, You agree not to carry out or allow third parties
to carry out the following conduct:
● transfer the Services or make them available to third parties;
● probe, analyze, or test the vulnerability of systems or networks, or breach security or
authentication measures;
● use the Services to transmit viruses, malware or other harmful code, or use the Services
in any way that could damage, disable, overburden, impair or damage any server,
network, computer system, resource of PicallEx;
● access, tamper with, or use non-public areas or portions of the Services; interfere with
or cause annoyance to a user, a host or a network with viruses, overloads, denial of
service, spam;
● attempt to decipher, decompile, reverse engineer, or otherwise discover the source code
of any Software that makes up the Services;
● access, search for, or create accounts for the Service by means other than public-use
interfaces (for example, “scraping” or bulk account creation);
● submit altered, misleading, or false information to identify sources, such as IP spoofing
or identity theft, or promote or advertise products or services other than your own
without proper authorization;
● use the Services to engage in behavior that is ab
● harassing or intimidating, as well as posting or sharing indecent content or illegal
pornography, or that includes extreme acts of violence or terrorism;
● use the Services for the transmission of material that infringes or may infringe the
intellectual property or other rights of another, remove or alter any copyright, trademark
or other intellectual property notices contained in the Service or provided through the
Service;
● violate the privacy of others or post any personal or confidential information belonging
to any person or entity without obtaining consent;
● use the Services to engage in dangerous, illegal or fraudulent activities or to directly or
indirectly promote such activities. This prohibition includes promoting or supporting
pyramid schemes or similar activities and using the Services to record or monitor a
telephone call or other communication without obtaining consent as required by
applicable law;
● use the Service with content that in any way restricts or inhibits another user from using
and enjoying our website and/or the Services;
● modify the software in any other way or form, and use modified versions of the software
for any purpose, including to gain unauthorized access to the Software Service.
Violations of system or network security may result in civil or criminal liability,
accessing another account without the permission of the user who owns the account, or
using the Services for phishing schemes.
PicallEx may suspend or terminate your use of the Services as provided in these Terms. Anyone
may report a violation of this section by reporting the violation by sending an email to:
legal@picallex.com. We encourage everyone to report suspected violations. There may be
instances where we are limited in how we can respond to reported violations, but we want to
know about this activity.
BETA SERVICE SUBSCRIPTION
At its sole discretion and eligibility guidelines, PicallEx may offer to certain Customers certain
Services as open or closed beta services for the purpose of testing and evaluation (“Beta
Services”). Beta Services are not considered “Services” under these Terms; however, the use
restrictions will apply equally to Your use of the Beta Services. You agree that we have the
discretion to determine the period of time to test and evaluate the Beta Services. PicallEx will
evaluate the success of such tests and make the decision, if any, to offer the Beta Services as
commercial services. Customer shall have no obligation to purchase a subscription to use any
paid Service as a result of its subscription to any Beta Service. PicallEx reserves the right to
discontinue in whole or in part, at any time and from time to time, temporarily or permanently,
any of the Beta Services with or without notice. Customer agrees that PicallEx is not liable to you
or any third party for any damages related to, arising out of, or caused by the modification,
suspension, or discontinuation of any of the Beta Services for any reason.
PERSONAL INFORMATION AND PRIVACY
Personal information that You provide to PicallEx through the Service is governed by PicallEx’s
Privacy Policy. Your acceptance of these Terms of Service indicates Your acceptance of the terms
of the PicallEx Privacy Policy.
COMMUNICATIONS FROM PICALLEX
The Service may include certain communications from PicallEx, such as service announcements,
administrative messages, and newsletters. You understand that these communications will be
considered part of the use of the Services. As part of our policy to provide you with complete
privacy, we also provide you with the option to opt out of receiving our newsletters. Any notice
or information that you want to provide in relation to PicallEx’s Services (for example, the
cancellation notice, payment authorizations, invoices, changes in the payment method,
administrative messages, service announcements) will be effective if it is done by written
electronically only by sending an email to the email address sos@picallex.com. You can modify
your established address to receive notifications by prior notice to the PicallEx email address.
INFORMATION DISCLOSURE POLICIES
If we receive a complaint from any person against You regarding your activities as part of the use
of the Services, we will send the same to the primary email address of Your user account. You
must respond to the communication within 24 hours of receipt. If You do not respond within 24
hours from the date of our email, we may release Your name and contact information to the
claimant to enable them to take legal action against You. You understand that Your failure to
respond to the submitted claim within the 24-hour time limit will be construed as Your consent
for PicallEx to release your name and contact information to the claimant.
RATES AND PAYMENTS
When You purchase a subscription plan with PicallEx, the means for You to enter Your payment
method information is provided. You must provide accurate and complete information regarding
a valid payment method that you are authorized to use. You must immediately notify PicallEx of
any change in your billing address and you must update your account with any change related to
your payment method. By completing the details for a subscription plan, You authorize PicallEx
to charge Your payment method on a recurring basis for: (a) The applicable subscription plan
charges, (b) All applicable taxes, and (c) Any other charge incurred in connection with the use of
the Services. Said charges will be prepaid or postpaid, according to the type of Service and the
billing method indicated in the corresponding order form. Your subscription will automatically
renew at the end of each term, unless you inform us that you do not wish to renew your
subscription within the time set forth below. At the time of automatic renewal, the subscription
fee will be charged to the last credit card used by you. If you do not wish to renew your
subscription, you must notify us at least fifteen (15) days prior to your billing date. If You do not
notify PicallEx in writing of the cancellation of the prepaid subscription, You are deemed to have
authorized PicallEx to collect the applicable fee. In the case of postpaid billing, You must pay in
full what is owed for the Services actually provided, even if you previously decide to request the
cancellation of the Services. To the extent permitted by applicable law, payments are
non-refundable and no refunds or credits will be given for partially used subscription periods.
PicallEx reserves the right to modify the rates and/or prices applicable to the Services and will
notify said decision in a timely manner. PicallEx does not represent or warrant that a particular
subscription plan will be offered indefinitely and reserves the right to change prices or alter
features and options in a particular subscription plan with prior notice. Any increase in charges
will not apply until the expiration of your current billing cycle.
INACTIVE USER ACCOUNT POLICY
If seven (7) calendar days have elapsed since the invoice was issued, payment of the Services
provided by PicallEx and/or any of the Connected Services provided by entities related to
PicallEx has not been made satisfactorily, we may suspend your access to the Services and/or to
the Connected Services until we obtain a valid form of payment. Twenty (20) days after the
suspension of the Services and/or to the Connected Services without you having paid the
amounts owed, PicallEx may terminate the Services and/or to the Connected Services provided
and terminate the contractual relationship for reasons attributable to the Client. Once the
Service and/or to the Connected Services has been terminated, in order to request reactivation,
the Customer must pay a reactivation cost that is set in accordance with PicallEx’s business
decisions (“Reactivation”). Each Service will be considered an independent and separate service
for the purpose of calculating the period of inactivity. In order to access the Service Data (except
Personal Data), the Client must pay the unpaid balance according to the conditions provided in
these Terms. PicallEx reserves the right to restrict access, portability, delete, disable or
quarantine any data or other content if PicallEx reasonably believes that the Client has violated
the conditions established in the Terms and in cases where there are unpaid balances. Unless
legally prohibited from doing so or where PicallEx is legally required to take immediate action,
PicallEx will use commercially reasonable efforts to notify Customer by email when taking any
of the above actions. PicallEx shall not be liable to Customer for any modification, suspension or
discontinuance of Customer’s rights to access and use the Services and Service Data.
SUSPENSION AND TERMINATION
You may stop using our Services at any time subject to the notice requirements set forth herein.
PicallEx reserves the right to suspend or cancel access to the Services in the following cases:
(a) If You flagrantly or repeatedly breach the obligations set forth in these Terms or the Privacy
Policy (b) If You use the Services in a way that could create a real risk of damage or loss to
PicallEx or other users, or (c) If we must do so to comply with a legal requirement or court
order. PicallEx will provide reasonable advance notice via the email address associated with
your account to resolve the issue we contacted you about and give you the opportunity to export
the files from our Services. If after such notice, the Client does not take the measures that we
request, we will cancel the access to the Services. We will not provide notice of termination
when doing so would create legal liability for us or jeopardize our ability to provide the Services
to other users. We may terminate a suspended or disabled user account after twenty (20) days.
Once the Service has been terminated, and to request rehabilitation, the Customer must pay the
corresponding Reactivation and must not have unpaid balances on the PicallEx Services or
outstanding debts under the Connected Services. Termination of the user account will include
denial of access to all Services. We will also cancel your user account if requested. You have the
right to terminate your user account if PicallEx breaches its obligations under these Terms.
INFORMATION RETENTION
We maintain the data in your account as long as you choose to use the PicallEx Services and
comply with the payment terms. In the event of termination, within thirty (30) days following
the effective date of termination of the Services and upon Customer’s request sent to the email
indicated in these Terms, PicallEx will make the data available for export or download, except
Service data that (i) has been previously deleted, (ii) has been created and/or used in violation
of these terms, (iii) is prohibited by law or court order or if (iv) there is an unpaid balance in the
Contracted service. Thereafter, PicallEx will have no obligation to maintain or provide any
Service Data. Once the Service has been terminated, thirty (30) days after termination and to
request reactivation, the Customer must pay a reactivation cost that is set in accordance with
PicallEx’s commercial decisions. In order to retain access to the Service Data, you must keep at
least one user contract active. Consequently, in the case of accounts with more than one user, if
at least one of the users is active, the account will not be considered inactive and the
aforementioned deletion process will not operate. Service Data will eventually be removed from
the active database during the next cleanup which occurs once every six (6) months. Data
deleted from the active database will be removed from backups after this period.
EXTENSIVE FILES AND APPLICATIONS
PicallEx may provide sample files and applications to demonstrate the ability to use the Services
effectively for specific purposes. The information contained in such sample files and applications
consists of random data. PicallEx makes no warranties, express or implied, as to the accuracy,
usefulness, completeness, or reliability of the information or the sample files and applications.
INTELLECTUAL PROPERTY
The intellectual property rights associated with the Services, the rights to their content, code
and applications, text, graphics, logos, button icons, images, data compilations and software,
among others, are the exclusive property of PicallEx. All Services and content provided are
protected by trademark, copyright, intellectual property, and other laws in both the United
States and other countries. You must comply with and maintain all copyright notices and
restrictions set forth in any content accessed through the Services. Except as otherwise
expressly authorized by these Terms, by applicable law, or by a separate agreement, you may not
copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or
distribute any part of any of the Services without our prior written permission or that of the
applicable third party. By making any copyrighted content available on any of the Services, You
represent that You have the consent, authorization or permission, as the case may be, of each
person who may claim any right in such content to make such content is made available in that
manner and you agree to indemnify PicallEx for any violation of trademark and/or copyright
law in Your content.
Except as expressly provided herein, we do not grant You any express or implied rights in the
Services or in our or any third party’s intellectual property. We grant you a limited, personal,
non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the
Services only in the manner presented. At the same time, PicallEx shall have a royalty-free,
worldwide, transferable, sublicensable, assignable, irrevocable, perpetual license to implement,
use, modify, commercially exploit, incorporate into the Services, or use any suggestions,
enhancement requests, recommendations, or other feedback. that we receive from you or other
third parties acting on your behalf.
THIRD PARTY APPLICATIONS
PicallEx is integrated with or may interact with third party applications, websites and services
(hereinafter “Third Party Applications”) to make the PicallEx Services available to you. These
Third Party Applications may have their own terms and conditions of use and privacy policies,
and Your use of these third party applications and devices will be governed by and subject to
those terms and conditions and privacy policies. Customer understands and agrees that PicallEx
is not responsible, and Customer indemnifies and holds PicallEx harmless, for the behavior,
features, or content of any Third Party Application or any transaction Customer may enter into
with the provider of such Third Party Applications, nor does it guarantee the compatibility or
continued compatibility of applications and devices. of third parties with the Service.
SEPARABILITY OR INTEGRITY
If any provision of these Terms is found by a court of competent jurisdiction to be invalid or
unenforceable, that provision will be modified by the court and construed to the best of its
ability so as to enforce the original provision to the fullest extent permitted by law, and the other
provisions of these Terms will remain in effect.
RELATIONSHIP BETWEEN PARTIES
At all times, You and PicallEx are independent contractors and are not agents or representatives
of the other. These Terms are not intended to constitute a joint venture, partnership, or franchise
relationship between the parties. You must not represent to anyone that you are an agent of
PicallEx or that you are authorized to bind or engage PicallEx in any way without PicallEx’s prior
written permission.
NON-COMPETITIVE ACCESS
You may not access the Services if you are a direct competitor of PicallEx, unless you obtain
PicallEx’s express written consent in advance. You may not access the Services for competitive
purposes.
ASSIGNMENT PROHIBITION
You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute,
timeshare or otherwise commercially exploit or resell the Services to any third party, unless
PicallEx expressly agrees otherwise in writing.
COMPREHENSIVE AGREEMENT
These Terms constitute the entire agreement and supersede any prior agreement between You
and PicallEx and any and all prior or contemporaneous statements, understandings, writings,
undertakings or representations relating to its subject matter. There are no oral promises,
conditions, representations, understandings, interpretations or terms of any kind between the
Parties, unless expressly stated otherwise in this document. Headings used herein are for
convenience only and should not affect the interpretation of the terms.
CONFIDENTIALITY
Confidential Information means (a) all information disclosed by PicallEx to Client (the
“Recipient”) that is in tangible form and designated as confidential or that is information,
regardless of its form, that a reasonable person would understand to be confidential given the
nature of the information and the circumstances of its disclosure, and (b) the specific terms and
conditions of these Terms, and any modifications and additions thereto, between the parties.
Confidential Information shall not include any information that: (i) has been or becomes public
knowledge, through no fault of Recipient or as a result of breach of these Terms; (ii) was
rightfully in the Recipient’s possession at the time of such disclosure, without any restriction on
use or disclosure; (iii) was independently developed by the Recipient without the use of the
confidential information of the disclosing party; or (iv) was lawfully obtained by Recipient from
a third party that was under no obligation of confidentiality and without restrictions on use or
disclosure. During and after agreeing to these Terms, the Recipient of the Confidential
Information shall: (a) use the other party’s Confidential Information solely to exercise its
respective rights and fulfill its respective obligations under these Terms; (b) he shall not disclose
such Confidential Information to a third party, except as necessary to comply with an order or
subpoena of any administrative agency or court of competent jurisdiction; and (c) protect such
Confidential Information from unauthorized use and disclosure to the same extent that it
protects your own Confidential Information or information of a similar nature.
NO REQUEST
During the Term of these Terms and for a period of one (1) year from the termination of the
Services, Customer shall not, directly or indirectly, employ or solicit the employment or services
of any employee or independent contractor of PicallEx without the prior written consent of
PicallEx.
DISCLAIMER OF WARRANTIES
PICALLEX WILL MAKE ALL REASONABLE EFFORTS TO KEEP THE SERVICE IN GOOD
OPERATION. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS
AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
PICALLEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PICALLEX DOES NOT
WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
UNLESS OTHERWISE PROVIDED IN WRITING. USE OF ANY MATERIAL DOWNLOADED OR
OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND
RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM, MOBILE PHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE
SERVICES. OR THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER
WRITTEN OR ORAL, OBTAINED BY YOU FROM PICALLEX, ITS EMPLOYEES OR
REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
THESE TERMS SHALL NOT LIMIT NON-WAIVABLE WARRANTIES.
LIMITATION OF LIABILITY
YOU AGREE THAT PICALLEX SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER LOSS OR DAMAGE, OR FOR LOST
BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS DATA
OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OR INABILITY TO USE THE
SERVICE, EVEN IF PICALLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN
NO EVENT SHALL PICALLEX’S TOTAL LIABILITY TO YOU WITH RESPECT TO ANY SERVICE,
WHETHER DIRECT OR INDIRECT, EXCEED THE FEES YOU PAID FOR SUCH SERVICE,
ACCORDING TO THE CONTRACT PERIOD. LIABILITY TO YOU IS NOT EXCLUDED OR LIMITED IF
IT WOULD BE ILLEGAL TO DO SO IN THESE JURISDICTIONS. Each provision of the Terms that
sets forth a limitation of liability, disclaimer of warranties, or exclusion of damages represents
an agreed allocation of risk and is an essential element of the basis of the bargain between the
parties.
INDEMNITY
You agree to indemnify and hold PicallEx, its officers, directors, employees, suppliers and
affiliates harmless from any claim or demand from other customers and/or users or third
parties for the use of the Services or for your breach of the Terms and Policy of Privacy, as well
as against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising
out of or related to any claim that exists if you have used the Services in violation of the rights of
another party, in violation from which any law, in violation of any provision of the Terms, or any
other claim related to your use of the Services, except where such use is authorized by PicallEx.
You agree not to settle any matter in which we are named as a defendant and/or for which you
have indemnification obligations without PicallEx’s prior written consent.
CURRENT LAW
These Terms shall be governed by and construed in accordance with the laws of the State of
Florida, USA, without prejudice to any provision of private international law.
DISPUTE RESOLUTION
Before filing a claim against PicallEx, You agree that You must attempt to resolve the dispute
informally by emailing legal@picallex.com with respect to any claim or dispute. We will
communicate with you by said means to try to resolve the dispute informally. If the dispute is
not resolved within thirty (30) days of submission, You or PicallEx may initiate formal
proceedings as set forth below.
ARBITRATION
Any controversy or claim arising out of or related to the Terms will be resolved as follows:
(a) in the event the amount of damages sought are less than $8,000.00 then Parties are
directed to file suit, venue being agreed upon as Miami-Dade County Court.
(b) if the damages sought are $8,001 or greater then by binding arbitration in accordance
with the commercial arbitration rules of the American Arbitration Association. Any such
controversy or claim will be arbitrated on an individual basis and will not be
consolidated in any arbitration with any claim or controversy of any other party. The
arbitrator’s decision will be final and unappealable. The arbitration will take place in
Miami-Dade County, Florida and judgment on the arbitration award may be entered in
any court having jurisdiction over it.
Notwithstanding anything to the contrary, PicallEx may, at any time, seek injunctive or other
forms of equitable relief or bring any dispute over the validity of intellectual property rights to a
court of competent jurisdiction.
PicallEx Service Level Agreement
As of July 13, 2022
This document is provided solely for the convenience of the interested party. The English
version of this service level agreement shall prevail and under no circumstances shall the
Spanish language version of this service level agreement be construed to modify the English
language version thereof or to apply in any way to the relationship Between the parts.
This service level agreement for PicallEx Services (hereinafter “SLA”) forms part of the terms
and conditions of Services agreed between You and PicallEx. All capitalized terms not defined in
this SLA shall have the same meaning assigned to them in the Terms.
If We fail to achieve and maintain Service levels for each service as described in this SLA, you
may be eligible for a credit against a portion of Your monthly Service fees.
We may modify this SLA from time to time. We will post this revised SLA on the website with a
“last updated” date. You will be notified of such changes by reasonable means (before they
become effective) in order to obtain your consent. By continuing to use the PicallEx Services
after the revisions take effect, you agree to be bound by the modified SLA. You agree that We will
not be liable to You or any third party for any modification of the SLA.
Definitions
Service level: These are the service level performance standards set forth in this SLA that
PicallEx undertakes to comply with in the delivery of the Services.
Monthly Uptime Percentage: Calculated by subtracting from 100% the percentage of minutes
during the month that any of the PicallEx Included Services were in an unavailable state.
Downtime: Occurs if a PicallEx Included Service is not available to a Customer.
Service Credit: These are the amounts that can be credited to you after an approval of a PicallEx
claim.
Service Commitment
During the subscription term for which PicallEx has agreed to provide You with a given Service,
PicallEx will be operational and available to You at least 99% of the time in any calendar month
(the “Service Level”). If the Monthly Uptime Percentage does not meet the Service Level in any
calendar month, and You have met Your obligations under the Terms and this SLA, You will be
eligible to receive a credit from the following way:
Monthly uptime percentage less than Service credit
99% 10%
Service credits apply only to fees paid for the particular Service for which a Service Level was
breached. These service credits awarded in any billing month for a particular Service will not,
under any circumstances, exceed your monthly Service fees for that Service in the billing month.
You will be entitled to a credit based on the monthly fees billed for the affected Service that you
provisioned in the month in which you experienced such failure if you are on a monthly
subscription plan. Customers with prepaid accounts may, upon written request, receive service
level credits in the form of a cash refund, calculated by applying the service level credit
percentage against one-twelfth (1/12) of the annualized prepaid amount.
Credit application procedure:
(a) In order to receive a service credit, You must submit a claim to the email address
sos@picallex.com. To be eligible, the service credit claim must be received by PicallEx within
fifteen (15) days after the end of the calendar month in which the SLA failure occurred and must
include:
(i) the applicable calendar month, date, time (including time zone), duration, and Affected
Services with respect to each alleged incident that contributed to a failure of the SLA for which
the claim is made, the affected account, and evidence documented evidence that substantiates
the incident claimed by You.
(b) Any failure by You to provide sufficient details and other information to confirm and
substantiate the service credit claim as required will disqualify You from receiving a service
credit for such claim. At the same time, service credit will be granted as long as your account is
fully paid, with no outstanding payment issues or disputes.
(c) If a service credit claim is made in accordance with this Section 3 and PicallEx has confirmed
that an SLA failure has occurred, then PicallEx will apply the applicable service credit.
(d) Except as expressly set forth herein, a service credit will not entitle You to any refund or
other payment from PicallEx. Service credits are the sole and exclusive measure of
compensation for any performance or availability issues with a service subject to the Terms and
this SLA. Service credits cannot be transferred or applied to any other account.
Exclusions
The Service Level commitment will not include unavailability due to:
(a) use of the Services in a manner not authorized under the Terms or contrary to this SLA by
you, or your employees, agents, contractors or suppliers, or anyone who obtains access to
PicallEx through your passwords or equipment, or as a result of your failure to follow proper
security practices;
(b) force majeure events or other factors beyond PicallEx’s reasonable control, including, but not
limited to, natural disasters, wars, acts of terrorism, riots, government action, or network or
device failure external to PicallEx’s data centers ;
(c) your equipment, software, network connections or other infrastructure;
(d) use of services, hardware, or software not provided by PicallEx, including, but not limited to,
problems related to inadequate bandwidth or related to third party software or services,
equipment, applications, plug-ins, software, or technology;
(e) routine scheduled maintenance or reasonable emergency maintenance;
(f) arising from the suspension and termination of your rights by PicallEx;
No Service Level Commitment or Service Credits are provided for:
(i) free, proof-of-concept, beta, or trial sandbox instances or services.
END OF TERMS AND CONDITIONS
If you have any questions or concerns regarding these Terms, please contact us at
sos@picallex.com
8400 NW 36th St Suite 450, Doral, FL 33166, United States. +1 786 279 4222.
sos@picallex.com